Arnaldo C. Rego Jr.

Associate

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Overview

Arnaldo Rego Jr. has extensive experience in cross-border debt and equity capital markets transactions; mergers and acquisitions; private equity financing and investment; corporate, joint venture, and partnership structuring; and financial technology, including blockchain and cryptocurrency. He handles a variety of domestic and international transactions, including advising U.S. clients in acquisitions abroad and foreign clients in acquisitions and transactions in the United States. Arnaldo also advises startup, early-stage, and well-established technology companies in connection with several matters, including matters related to financial technology transactions, blockchain, cryptocurrencies, and crypto-securities. Prior to joining Carlton Fields, Arnaldo worked for several New York-based global firms in their New York and São Paulo offices, participating in some of the most sophisticated cross-border securities, capital markets, and mergers and acquisitions transactions out of Latin America.

Arnaldo represents national and international corporations and shareholders in cross-border securities offerings, including in connection with tender offers by U.S. and foreign corporations, private placements of securities under Rule 144A, Regulation S, Rule 506(b) and Rule 506(c), and Regulation A public offerings. He has experience leading and structuring transactions, and negotiating and drafting purchase agreements, offering documents, shareholders’ agreements, and terms of preferred stocks.

Arnaldo advises both acquirers and targets on cross-border mergers and acquisitions transactions by leading and structuring the acquisition of U.S. companies by U.S. or foreign corporations, as well as advising U.S. corporations on the acquisition of foreign companies in Latin America. He has experience leading foreign counsel due diligence teams; negotiating and drafting purchase agreements, financing agreements, shareholders’ agreements, and all other ancillary documents; and negotiating representation and warranty insurance policies to mitigate transactional risks.

Arnaldo represents U.S. and foreign investors as well as U.S. corporations in private equity transactions, including structuring investments in the form of convertible notes, a mixture of debt and equity in compliance with the portfolio interest exemption for investments in U.S. companies by foreign investors, simple agreements for future equity (SAFEs), and private placements of equity securities. He has experience leading negotiations and drafting purchase agreements and debt instruments, and forming and structuring special-purpose vehicles to facilitate such investments.

Arnaldo advises technology companies on several matters, including financial technology transactions, blockchain, cryptocurrencies, and crypto-securities as it relates to securities laws, money transmission laws, Investment Company Act and Investment Advisers Act compliance, as well as structuring initial coin offerings, token sales, and private equity investments in technology companies. He also has extensive experience in negotiating loans secured by various cryptocurrencies and other digital assets.

Arnaldo advises individuals, corporations, and investment funds in connection with corporate formation and structuring, including as it relates to expanding operations into the United States, structuring joint ventures and partnerships, forming special-purpose vehicles, and negotiating and drafting partnership agreements, shareholders’ agreements, and joint venture agreements. He also represents lenders and borrowers in finance transactions involving revolving credit facilities, syndicated loans, mezzanine financing, and loans secured by various different forms of assets, including cryptocurrencies. Arnaldo also has extensive experience representing U.S. corporations in connection with general corporate matters, including SEC, NASDAQ, NYSE, '33 Act, '34 Act and other securities laws and regulations, shareholder voting, proxy statements, consents, and resolutions.

Represented Atento, a leading provider of customer relationship management and business process outsourcing solutions, in its acquisition of a minority interest in, and the restructuring of, Keepcon Corp.

Represented Instawares Holding Company LLC in the sale of its subsidiary, eCompanyStore LLC, to Corporate Imaging Concepts LLC.

Represented the acquirer in the private acquisition of substantially all of the assets of a ride-sharing-platform technology company.

Represented the acquirer in the private acquisition of substantially all of the assets of a nonprofit software solution and online fundraising platform-development company.

Represented Elite Aerospace, an aerospace component repair and overhaul company, in its sale to Meggitt PLC.

Represented the acquirer in the acquisition of a caustic soda plant in Brazil.

Represented the acquirer in the acquisition of a data center in Brazil.

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